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Preparing for the Changes to UK Company Law


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The year ahead for Company Secretaries is a busy one

New legislation making several important changes to UK company law is completing its journey through Parliament this coming week. It will receive Royal Assent and become law before the end of March.

There are measures that are intended to simplify arrangements for filing at Companies House, including the controversial abolition of the Annual Return. However, there are also measures that will considerably add to the administrative burden of the Company Secretary, especially the creation of a new Register of People with Significant Control. This will include dormant companies and companies limited by guarantee. This will be a compulsory, public register that carries heavy penalties for non-compliance.

The implementation timetable for this new legislation is shorter than was originally envisaged and the work for Company Secretaries will need to be undertaken throughout the next 12 months.

Let us imagine that you are the Company Secretary of a private company incorporated in the UK. You should be aware of the following forthcoming changes and be planning to cope with some of them.

Shortly after Royal Assent the issue of bearer shares will be prohibited and you will need to make arrangements for the cancellation of existing ones during a brief transitiion period.

From 1st October 2015 it will no longer be possible for a company to have corporate directors, except in a few rare instances. There will also be new measures in place for dealing with disputes about registered offices and the appointment of directors. Additionally there will be changes to the way that the appointments of directors are reported to Companies House and to the way that their birth dates are recorded.

The most significant changes come into force on 6th April 2016 but it is important to note that you will need to begin collecting the information required for the new PSC Register from 1st January. The changes that will occur in April 2016 are as follows.

  • The new Register of People with Significant Control must be complete and made available to the public.
  • The Annual Return will be abolished and replaced by a 'check and confirm' procedure.
  • Five statutory registers may be kept at Companies House instead of on company premises. This will only be possible for two of them if there is a unanimous vote of the members.
  • Companies will be able to put certain additional information on their file at Companies House.
  • There will be changes to the way that statements of capital must be presented.

These are some of the things of which you will need to be aware, although it is not an exhaustive list.

We present a training course for Company Secretaries, Company Directors and those who are responsible for company administration that explains these changes in great detail. The course is presented by our company law expert, Roger Mason, who gives clear guidance on how to prepare for them. Visit this page to find out more.


Stephen Smith
Managing Director
UK Training (Worldwide) Limited


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